Filing Provides Inside Look at Bcom3 Deal

CHICAGO -- A filing by Publicis Groupe with the Securities and Exchange Commission on the French holding company's acquisition of Bcom3 offers a glimpse into how much the deal will be worth to shareholders.

Based on Publicis stock prices as of March 5, research by Morgan Stanley estimated the value of the Bcom3 shareholder package -- which includes cash, Publicis stock and equity-linked securities -- at $172 per share, based on a Publicis price of 33.55 euros (about $30) per share.

The investment bank cautioned that the estimate was not an appraisal of the deal, and the value could change because of the volatility of the stock. Publicis closed at 33 euros last Friday and ranged from 15.8-39.9 euros during the past year.

According to Morgan Stanley's estimate, the deal's aggregate value to shareholders is $2.6 billion, based on Bcom3's roughly 15.3 million outstanding shares of Class A common stock. That amount will be divided among Bcom3's 660 shareholders.

According to the filing, Bcom3 signed a nondisclosure agreement with one holding company during summer or fall 2001 at the same time it was negotiating with Dentsu about a possible takeover. The Dentsu talks fell apart in early fall 2001, as that agency focused on its IPO. Negotiations with the undisclosed company never progressed "beyond the preliminary stage, and no proposals were made" by the time Publicis CEO Maurice Levy approached Bcom3 in October, according to the filing.

The merger could close this summer, pending shareholder and regulatory approval. Levy's initial offer, made early this year, was for $2.7 billion in cash and securities. Negotiations continued, leading to a $3 billion deal that was finalized on March 7, with Dentsu agreeing to take a 15 percent stake in the post-merger Publicis.

CHICAGO -- A filing by Publicis Groupe with the Securities and Exchange Commission on the French holding company's acquisition of Bcom3 offers a glimpse into how much the deal will be worth to shareholders.

Based on Publicis stock prices as of March 5, research by Morgan Stanley estimated the value of the Bcom3 shareholder package -- which includes cash, Publicis stock and equity-linked securities -- at $172 per share, based on a Publicis price of 33.55 euros (about $30) per share.

The investment bank cautioned that the estimate was not an appraisal of the deal, and the value could change because of the volatility of the stock. Publicis closed at 33 euros last Friday and ranged from 15.8-39.9 euros during the past year.

According to Morgan Stanley's estimate, the deal's aggregate value to shareholders is $2.6 billion, based on Bcom3's roughly 15.3 million outstanding shares of Class A common stock. That amount will be divided among Bcom3's 660 shareholders.

According to the filing, Bcom3 signed a nondisclosure agreement with one holding company during summer or fall 2001 at the same time it was negotiating with Dentsu about a possible takeover. The Dentsu talks fell apart in early fall 2001, as that agency focused on its IPO. Negotiations with the undisclosed company never progressed "beyond the preliminary stage, and no proposals were made" by the time Publicis CEO Maurice Levy approached Bcom3 in October, according to the filing.

The merger could close this summer, pending shareholder and regulatory approval. Levy's initial offer, made early this year, was for $2.7 billion in cash and securities. Negotiations continued, leading to a $3 billion deal that was finalized on March 7, with Dentsu agreeing to take a 15 percent stake in the post-merger Publicis.